THIRTEENTH. The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).
THIRTEENTH. This Plan and Agreement shall become effective as of the date hereof, shall continue in force and effect until August 23, 2001, and shall continue in force and effect from year to year thereafter, provided that such continuance is specifically approved at least annually (a)(i) by the Board of Directors of the Company or (ii) by the vote of a majority of the Funds' outstanding voting securities of Class B Shares (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority of the Company's directors who are not parties to this Plan and Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party xx xxxx Plan and Agreement ("Independent Directors") cast in person at a meeting called for such purpose. Any amendment to this Plan and Agreement that requires the approval of the shareholders of Class B Shares pursuant to Rule 12b-1 under the 1940 Act shall become effective as to such Class B Shares upon the approval of such amendment by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of such Clasx X Xxxxes, provided that the Board of Directors of the Company has approved such amendment.
THIRTEENTH. This Certificate of Incorporation shall be effective at [a.m.]/[p.m.] on , 2013.] * * * * * THE UNDERSIGNED, being duly authorized to sign on behalf of the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is the act or deed of the incorporator and the facts herein stated are true, and accordingly have hereunto set his hand this day of , 2013. ANCHOR BANCORP WISCONSIN INC. Name: Title: Disclosure Schedules to Stock Purchase Agreement (See Attached) STRICTLY CONFIDENTIAL DISCLOSURE SCHEDULES to the STOCK PURCHASE AGREEMENT by and between ANCHOR BANCORP WISCONSIN INC. and THE UNDERSIGNED ENTITY Dated as of August 12, 2013 DISCLOSURE SCHEDULE These Disclosure Schedules are being furnished by Anchor BanCorp Wisconsin Inc., a Wisconsin corporation (the “Company” or “ABCW”), in connection with the execution and delivery of that certain Stock Purchase Agreement (the “Agreement”), dated as of the date hereof, by and between the Company and the undersigned entity. Unless the context otherwise requires, all capitalized terms used in these Disclosure Schedules have the respective meanings set forth in the Agreement. These Disclosure Schedules are arranged in sections corresponding to the numbered and lettered sections contained in the Agreement; provided that information which is reasonably apparent on its face that it relates to another provision of this Agreement, shall also be deemed to be Previously Disclosed with respect to such other provision. The headings contained in these Disclosure Schedules are included for convenience only and are not intended to limit the effect of the disclosures contained in these Disclosure Schedules or to expand the scope of the information required to be disclosed in these Disclosure Schedules. The mere inclusion of an item in these Disclosure Schedules or any additional disclosures shall not be deemed an admission that such item represents, individually or in the aggregate, a material exception or material fact, event, or circumstance or that such item would reasonably be expected to have a Material Adverse Effect. Matters or items reflected on these Disclosure Schedules are not necessarily limited to the matters required by the Agreement to be disclosed herein. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.
Examples of THIRTEENTH in a sentence
The Consultant expressly agrees that the conditions outlined throughout this THIRTEENTH Clause are essential requirements of this Agreement.
THIRTEENTH: This agreement shall ensure to the benefit of the participating parties, their successors and assigns.
THIRTEENTH.- The DISTRIBUTOR will conduct him/herself with honesty and will not engage in misleading or unethical business practices; therefore, it will be the DISTRIBUTOR’S obligation to comply at all times with any and all laws that may be applicable as a result of his/her professional activity.
CLAUSE THIRTEENTH - SUPPLEMENTARY PROVISIONS The Operator will be responsible for the registration, calculation and payment of the taxes derived from the Operations of the Consortium, and the other Consortium Members must contribute with the financial resources for such disbursements according to procedures to be established in specific documents entered into by the Parties, as per the share percentages set out in clause 5.1 of this contract.
THIRTEENTH REMEDIES MEDIATION Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall first be negotiated in non-binding mediation at a location to be determined in Xxxxx County, Oklahoma.
More Definitions of THIRTEENTH
THIRTEENTH. The surety or its representatives shall have the right to examine the credit history, department of motor vehicle records, employment history, books and records of the undersigned or the assets covered by the bond, or the assets pledged as collateral for the bond. Privacy notice: All nonpuplic personal information gathered pursuant to the application shall not be disclosed except as permitted by law.
THIRTEENTH. The Board of Directors, each committee of the Board of Directors and each individual director, in discharging their respective duties under applicable law and this Certificate of Incorporation and in determining what they each believe to be in the best interests of the Corporation and its stockholders, may consider the effects, both short- term and long-term, of any action or proposed action taken or to be taken by the Corporation, the Board of Directors or any committee of the Board on the interests of (i) the employees, associates, associated physicians, distributors, patients or other customers, suppliers or creditors of the Corporation and its subsidiaries and (ii) the communities in which the Corporation and its subsidiaries own or lease property or conduct business, all to the extent that the Board of Directors, any committee of the Board of Directors or any individual director deems pertinent under the circumstances (including the possibility that the interests of the Corporation may best be served by the continued independence of the Corporation); provided, however, that the provisions of this Article Thirteenth shall not limit in any way the right of the Board of Directors to consider any other lawful factors in making its determinations, including, without limitation, the effects, both short-term and long-term, of any action or proposed action on the Corporation or its stockholders directly; and provided further, that this Article Thirteenth shall be deemed solely to grant discretionary authority to the Board of Directors, each committee of the Board of Directors and each individual director and shall not be deemed to provide to any specific constituency any right to be considered.
THIRTEENTH. Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, it is agreed that the address of the Distributor shall be 5000 Quorum Drive, Suite 620, Dallas, Texas 75240, and the address xx xxx Xxxx xxxxx xx 0000 XxxXxxxxx Xxxx., Xxxxx 001, Washington D.C., 20007
THIRTEENTH. The parties hereto agree that it is their intention and covenant that this Agreement and the performance hereunder shall be construed in accordance with and under the laws of the State of Missouri and that the terms hereof may be enforced in any court of competent jurisdiction in an action for specific performance which may be instituted under this Agreement. FOURTEENTH: EMPLOYER indemnifies and holds harmless EMPLOYEE from any claims of any type against EMPLOYER that arise prior to the date of the commencement of this Agreement.
THIRTEENTH. Employees sh a ll receive ten (10 ) h o l i days during each calendar year fo r which h olid ays the Em ployees s h a ll be paid in Like manner as i f th e ir services were rendered on each o f said days. The follo w in g sh a ll c o n stitu te the annual h olid ays fo r such Employees:
THIRTEENTH. The Corporation reserves the right to amend, alter or repeal any provision contained in these Articles of Incorporation in any manner permitted by The General Laws of the State of Maryland, including any amendment changing the terms or contract rights, as expressly set forth in its Charter, of any of its outstanding stock by classification, reclassification or otherwise, upon the vote of the holders of a majority of the shares of capital stock of the Corporation outstanding and entitled to vote thereon voting together as a single class.
THIRTEENTH. As long as the Class B Distribution and Service Plan is in effect, each series of the Trust shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law or a change in accounting policy adopted by the Investment Companies Committee of the American Institute of Certified Public Accountants and approved by the Financial Accounting Standards Board that results in a determination by the Trust's independent accountants that any of the Sales Charges in respect of a series, which are not Contingent Deferred Sales Charges and which are not yet due and payable, must be accounted for by such series as a liability in accordance with generally accepted accounting principles).